


Three's A Crowd

by orphan_account



Category: Star Wars Sequel Trilogy
Genre: Accidental Voyeurism, Alternate Universe - Modern Setting, Anal Fingering, Anal Play, Anal Sex, Barebacking, Blow Jobs, Explicit Language, Explicit Sexual Content, First Kiss, First Love, First Time, Frottage, Gay Sex, Hand Jobs, Homophobic Language, Homosexuality, Infidelity, M/M, Male Homosexuality, Masturbation, Multi, Mutual Masturbation, Mutual Pining, Nipple Play, Non-Consensual Voyeurism, Oral Sex, Other, Pining, Plot What Plot/Porn Without Plot, Porn with Feelings, Rimming, True Love, Unsafe Sex, Virgin Ben Solo, Virgin Poe Dameron, Voyeurism
Language: English
Status: Completed
Published: 2021-03-07
Updated: 2021-03-07
Packaged: 2021-03-13 10:48:25
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 2
Words: 7,611
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/29899962
Author URL: https://archiveofourown.org/users/orphan_account/pseuds/orphan_account
Summary: Rey knows that her best friend, Ben Solo, has been friends with Poe Dameron since they were kids. What she doesn't know is that they used to be lovers. And they never stopped lusting after each other. By happenstance and very questionable judgment, Rey finds herself as an "accidental" witness to their explosive sexual reunion. Who knew that Ben could want Poe with the fire of a thousand suns? That he could he lose control like this? That sex could be this hot?This is pure smut: explicit and unapologetically pornographic, inspired by the extremely talented Ever_So_Reylo's & Skerft's work, "3".
Relationships: Poe Dameron/Ben Solo | Kylo Ren, Poe Dameron/Kylo Ren
Kudos: 2





	1. In the Closet

**Author's Note:**

  * Inspired by [3](https://archiveofourown.org/works/19846738) by [Ever-so-reylo (Ever_So_Reylo)](https://archiveofourown.org/users/Ever_So_Reylo/pseuds/Ever-so-reylo), [Skerft](https://archiveofourown.org/users/Skerft/pseuds/Skerft). 

**Summary for the Chapter:**

> Rey's best friend, Ben, gave her a key to his place and asked her to water his plants while he was away on business. So why does she hide in Ben's bedroom closet when he returns to his apartment with his childhood buddy, Poe? Did she somehow sense that this was the day Ben would decide to rekindle his smoking hot sexual relationship with Poe? The one he never told her about? Could she have known how arousing it would be to see them together like this? Psychic or not, Rey becomes a secret third wheel on the most stimulating date she never imagined, not in her wildest dreams and fantasies.

Rey will never know why she decides to hide in Ben’s bedroom closet when she hears him and Poe open the front door to his apartment, laughing and joking like they usually do whenever they’re together. Maybe it’s because Rey has always been curious about Poe. He and Ben were friends way before Rey bonded with Ben during their freshman year in college. Sometimes she feels a little left out when they all get drunk and the two men start reminiscing about their childhoods. Ben is always saying Rey is his best friend, so she really shouldn’t feel threatened by Poe.

Occasionally she catches them looking at each other with unreadable expressions and senses there’s something about their relationship she doesn’t fully understand. But still... there’s no rational reason to hide from them. After all, Ben gave Rey a key to his place and specifically asked her to water his plants while he was out of town for work. Poe must have picked him up from the airport and now they’re both back here at his apartment. So why is she squatting in Ben’s closet like some criminal instead of going out to greet them? The two men are talking in the living room and Ben offers Poe a drink which he refuses. Her heart sinks when Bens tell Poe he wants to show him something in the bedroom and prays that whatever it is resides somewhere other than this closet. It would be beyond humiliating for them to find her in here.

When Poe follows Ben into the bedroom, Ben abruptly turns to face him, grips his shoulders and pulls him into a sensuous, open-mouthed kiss. Rey stops breathing and her stomach drops. She expects Ben to release Poe immediately and laugh like it’s all some big joke. Or for Poe to push Ben away in outrage. But that doesn’t happen. Instead, Poe groans. And Ben groans, too. While it’s clear that Poe is just as surprised as Rey by this unexpected turn of events, he’s also apparently ecstatic about it. Because he tilts his head to deepen the kiss, rubs his already erect cock against Ben's and cups his ass in two hands to pull him even closer.

It dawns on Rey that this is obviously not the first time they’ve done this. No, it's clearly happened before despite the fact that Ben has a serious girlfriend, Rachel, and Rey didn’t even know he was into guys. Ben holds Poe’s body with reverent familiarity and Poe just melts into his embrace. Yes, these two men have known and worshipped each other’s bodies countless times in the past and soon they're making out passionately, urgently thrusting their impressive erections together. When their grinding reaches a sort of frenzy and they’re grunting into each other’s mouths, Poe pulls back slightly to put his hands on Ben's chest, squeezing his pecs and gently pinching his nipples. Ben makes a sound, a growl deep in the back of his throat. And then they’re literally ripping each other’s clothes off as if they can’t be naked fast enough.

“I’ve wanted this for so long, Ben,” Poe says before he sucks one of Ben’s nipples into his mouth. “Ever since we – " he mumbles around Ben’s flesh.

Ben lets his head roll back and utters a series of unintelligible words as Poe licks, bites and suckles at each nipple until they’re both red and swollen and Ben is just _gone_.

“ _Aaaah_ , Poe. _Yeah_ , just like that. You, _aaah_ , have no idea how hard it’s been not to - ”

They seem to need each other’s bodies, skin against skin. Ben is suddenly all over Poe - touching and fondling Poe everywhere - his cock, his thighs, his ass, between his ass cheeks. As if he’s out of his mind with lust for his childhood friend. It’s so unlike his usually calm, circumspect self. Ben seems like a wild animal, all tongue and teeth, large hungry hands and huge hard cock. Watching him like that - it’s just - it’s the hottest thing Rey has ever seen. She feels her cunt throbbing and she knows she’s wet. Even though Ben is her best friend and she’s never thought of him like that, he has a perfectly sculpted body and the biggest dick she’s ever seen. And Poe, well he’s just as sexy. They are both gorgeous and perfectly matched. _Poor Rachel_ , she thinks.

“It feels like forever since I fucked this,” Ben whines in a tone Rey hasn’t heard before, palming both of Poe’s cheeks in his hands. Rey immediately has a vivid image of Ben fucking into Poe’s ass. Without being entirely conscious of it, her right hand slides below the waist of her pants and under her panties to find herself sopping wet. Ben is talking again. “It’s not fair to keep this away from me for so long.”

“ _Fuck_ , Ben,” Poe groans as he bites and licks his bottom lip _._

“You have a _perfect_ ass, Poe,” Ben coos. “Tight and sweet. It’s gonna feel so good around my cock.”

Ben never talks like this - he rarely even curses. He looks so absorbed with what he’s doing – so lost in Poe. And his erection is surreal - enormous, dark red and throbbing to the point that it looks like it’s about to explode. Poe’s cock, though not as big as Ben’s, is beautifully shaped, equally hard and throbbing.

“Let me get you ready,” Ben says in voice so low it’s almost a growl. “Get on your hands and knees for me, baby.”

Poe literally jumps onto the bed on all fours, arching his back shamelessly. Ben immediately kneels behind him and reaches between Poe’s legs to grab his cock. A few firm strokes from Ben and Poe’s moaning again, so loud that Rey’s sure Ben’s neighbors will hear. She knows most of Ben’s neighbors. And they know Rachel. What will they think when they hear Ben with another man... will they find it as arousing as she does?

"Oh god! Oh god, oh god, oh god," Poe cries out.

“You’re already leaking for me,” Ben says in awe. He seems very satisfied by this state of affairs because he’s licking Poe’s balls with relish, tonguing and sucking them into his mouth as he slowly jerks Poe’s cock. Then he pulls Poe’s cock back and his lips close around Poe’s glans after licking up all the precum from his slit. “Mmm. You are fucking _delicious_ ,” he mumbles around Poe’s dick. “I’ve missed your cock so much.”

Poe moans. Loud. Dirty.

“Enjoying this, baby?” Ben asks between licks.

Holy hell, the sight of Ben going down on Poe with such unalloyed lust is – Rey’s fingers gently squeeze her pulsing clit and she grits her teeth to keep from making a noise.

But Poe isn’t worried about being quiet – he’s grunting and moaning with abandon.

“Mmmm. You’re so hard and wet for me,” Ben says approvingly. He takes Poe’s dick deeper in his mouth and starts to suck it, hollowing his cheeks for maximum impact. The sound Poe makes is obscene and he looks like he’s ready to fall apart.

It’s by far the most erotic thing Rey has ever seen. She’s completely unprepared for how stimulating it is to watch her best friend swallow another man’s cock, taking him down to the root like he wants to eat him whole. Her fingers start working her clit in earnest while her other hand snakes up her shirt to play with her hard nipples. _Oh_ , she thinks to herself _, that feels really good._

“ _Fuuuck_. Your _mouth_ , Ben. I’m gonna shoot down your throat,” Poe whines.

“Mmm,” Ben hums and releases Poe's dick from his mouth. “Not so fast, baby. I want you to come on my dick.”

And then Ben is licking Poe’s ass. And Poe is beyond himself, bucking himself against Ben’s abnormally long tongue as Ben slowly, expertly swirls it around his hole and laves him thoroughly up and down his cleft. Ben grabs Poe’s hips in a vice-like grip to hold him in place as he stabs into Poe’s ass with his tongue over and over until Poe’s back is arched as high as it can go and they’re both groaning their pleasure. It seems to continue forever and Poe is almost hyperventilating - gyrating and grinding his ass into Ben’s face to get his tongue deeper inside him.

Ben moans into Poe’s hole, lifting his head briefly to say, “ _Fuck_. The way you _taste_. The _noises_ you make. I could eat your ass all day.”

It _does_ look like Ben is eating Poe’s ass. And they both seem thrilled about it. It’s dirty and debauched and so incredibly sexy. Rey can’t help moaning softly as she masturbates, rubbing her clit in slow circles to prolong her pleasure and hold off her orgasm for as long as possible.

Poe’s movements and sounds become even more frantic and he seems on the verge of -

“Fuck, baby! You could come just like this,” Ben croaks. He moves his mouth away from Poe’s ass and Poe lets out a pitifully needy cry.

Ben smiles wickedly as he retrieves a bottle of lube from the nightstand. Squirting some lube into his right palm, he uses the other to spread Poe apart, his eyes hooded as he contemplates Poe’s hole as if it’s the most fascinating, precious thing in the world. Poe’s whole body trembles when Ben rubs his lubed fingers around and into Poe’s ass, making him squirm and gasp.

“Fuck, I want this _so_ bad,” Ben says in a low trembling voice. And then he leans over to kiss Poe’s back before sinking his long, thick index finger inside Poe’s hole. It makes a squelching sound as it goes in.

“ _Aaaah_ – _fucking hell_ , Ben!” Poe screams when Ben seems to hit some magic spot deep inside of his ass.

“That’s right, baby,” Ben growls. “You’re taking it so well. You’re so fucking beautiful like this.”

“ _Ungh_ – yes, please, _there_ ,” Poe pleads when Ben crooks his finger into Poe again.

“How is your ass so tight?” Ben says wonderingly while he slides in and out. “You didn’t let anyone else in here after me, did you? Because this was made for _my_ cock.”

Poe looks totally wrecked, but he manages to nod. “Only you. God, Ben, I love y – that feels _so_ … "

And Ben looks almost as wrecked as Poe. His body shudders and he closes his eyes, his entire being focused on pleasuring his lover. He soon switches to two fingers, flexing them to find the spot that makes Poe scream in pleasure - and the grinding, circling motion of Ben’s talented fingers drives Poe even more insane.

“Does it feel good, baby?” Ben asks in his low rumble.

“ _Ben_. I can’t even - no one else - _holy fuck._ ”

“I know what you need, baby.” Ben opens his eyes to look down at Poe. Poe is gyrating his hips again, fucking himself mindlessly on Ben’s fingers. Ben pulls his fingers out of Poe who yelps at the loss. Ben chuckles. “Put lube on me,” he orders Poe and his hand slides up to gently massage Poe's lower back.

Poe moves quickly to obey Ben’s instructions. When Poe touches his enormous erection for the first time, Ben sighs. The sounds that Poe elicits from Ben while he carefully covers his cock with lube are just too – Rey can’t believe that hearing her best friend come undone is making her feel like this. Watching Poe stroke Ben’s enormous erection up and down in his lubed fist with that ravenous expression on his face, Rey is – well - she's dangerously close.

Ben is panting and his eyes are nearly closed when he warns Poe, “I'm ready, baby. Keep doing that and I'll come.”

Poe removes his hand from Ben’s erection with a sharp exhale and Ben lines up directly behind Poe, the tip of his dick poised at his quivering entrance. Ben is breathing heavily and his glistening cock is jumping against Poe’s ass. Poe’s face is flushed and precum is leaking steadily from his dick onto the bed.

Then Poe groans. “ _Fuck_ , Ben. Please - ”

Ben presses his tip just inside Poe and there is a moment of quiet before Poe cries out. Ben grunts, his eyes roll back into his head and his hands grip Poe’s hips tighter when he slowly thrusts deeper into Poe. Rey works her clit furiously, sensing that she won’t be able to hold back for much longer.

“ _More_ , Ben, _deeper_!” Poe begs, pushing back against Ben’s cock. And Ben is happy to comply.

“Your ass is so tight, baby,” Ben says as he caresses one of Poe’s ass cheeks possessively. “I don't wanna come too soon.”

“ _Aaaah_ ,” Poe cries. “Fuck, Ben, yes, _yes_ , just go deeper - don’t stop, don’t - ” 

It takes Ben about thirty seconds to bottom out. There are a few beats of tense silence when Ben and Poe are completely still, apparently willing themselves not to come from the overwhelming sensations of their fucking. Ben bites down on his bottom lip hard enough to draw blood while reaching an arm around Poe to stroke his cock. And Poe almost loses it.

 _"Fuck,_ baby. You’re taking me so well _–_ _aaaah_ _, yes._ Just like that,” Ben groans.

And then they’re finally fucking. Ben’s thrusts are long and rough and Poe is pushing back against him, both of them grunting and moaning in unison. Poe is an incoherent babbling mess, begging for more of Ben's cock, begging Ben to fuck him _harder_ , _deeper_ , _there_ _yes_ _there_. And hearing Poe like this pushes Rey over the edge. She’s coming in intensely powerful contractions that seem to go on and on. She keeps her fingers on her clit as she feels the pulsing slow. It has to be the best orgasm of her life.

Ben closes his eyes with the intense pleasure of fucking Poe and slams into him as deep as he can go. Rey listens to the sounds they make and wonders how long they can keep going with both of them so worked up like this. Rey never knew Ben could be this turned on. That her best friend could want anyone with such an intense, desperate, animal hunger that -

“Oh _fuck_ , Ben, gonna come soon. Gonna come so hard on your dick.” Poe bites into the pillow. Ben keeps thrusting, one hand spreading Poe further. “I'm gonna come right - _aaaah._ ”

And then Poe actually comes - copious amounts of spend spurting from his dick over and over as he cries and begs, writhes and screams. _Yes_. _Fuck_. _Ben_. _Yes_. Ben keeps pumping Poe’s cock through it, squeezing and milking him for every last drop of thick pearly white cum. Once he's satisfied that he's wrung Poe dry, Ben moves even closer to him and grabs his hips with both hands so tightly that they will definitely leave bruises. Poe is still writhing, gasping and shuddering when Ben begins to drill into him like a machine.

“You are _unbelievable_ ,” Ben says, pounding Poe relentlessly while Poe moans and grunts like some feral beast. “Your ass is _too_ good. Wanna keep doing this forever - but it feels - _oh fuck_ , I’m gonna come so hard for you, fill you up with my -”

Ben’s orgasm is so intense that he seems to black out for a second, body slumped over Poe’s, hips still thrusting instinctively into his lover’s ass. Then they fall into a heap on the bed. Rey is tingling all over, arousal pooling in her groin as she observes Ben spooning Poe, both men panting while they lie together in a tender embrace. She continues to watch as Ben sucks on Poe’s neck and reaches around to gently caress Poe’s leaking cock which twitches in response. Poe sighs and Rey’s cunt starts to throb again when she recalls how her best friend was so wild with lust for Poe that he just grabbed him out of the blue and kissed him and fucked him into oblivion. And after witnessing Ben come that hard, she finds it incredibly sexy to see that he still can’t keep his hands off Poe. In fact, it looks like he’s about to...

Rey watches in astonishment while Ben gently nibbles Poe's neck and trails his mouth down Poe’s body until it’s buried between Poe’s cheeks. And it looks like he’s – he’s eating Poe out again. It’s utterly filthy and carnal. They both moan softly as their semi-erect cocks gently pump out more small trickles of sperm. Like they’re still coming. Ben licks and slurps and nips at Poe’s hole for several minutes and Poe squeezes his own cock before starting to stroke it slowly. Then Ben reaches a hand down between his legs to masturbate himself. Rey is startled to observe that they are both fully erect again. Their refractory periods must be non-existent. Ben’s mouth is now wide open and his jaw is moving, so Rey knows his tongue is buried deep in Poe’s ass. From the noises Poe’s making and the way he’s writhing on the bed, it’s clear that Ben is driving him mad. Rey starts rubbing her clit again. It feels sinfully good. She’s already so close to her second life-changing orgasm of the afternoon.

Because Ben and Poe have already come so hard, it takes them a little longer to reach their prior level of arousal. But they get there, jerking their cocks progressively faster and harder while Ben works his tongue in Poe’s hole. Poe’s eyes are closed and he has a look of pure ecstasy on his face. He grunts loudly several times when he comes, spurting all over his hand and the mattress. The sounds of Ben’s orgasm are muffled by Poe’s ass, but he shoots even harder and further. Both of their dicks spasm repeatedly, continuing to discharge ropes of long, white cum all over the bed which is now a sodden mess. And from her hiding place in the closet, Rey is watching it all and she’s coming and coming and coming. It’s intense and delicious and she wishes it would never end.

“Mmmm,” Poe hums contentedly and rolls over to face Ben, pulling him up. Ben cups Poe’s jaw with his hand and kisses him on the mouth. They kiss deeply, licking into each other’s mouths while Poe runs his fingers through Ben’s soft, thick hair.

Poe eventually pulls away and looks into Ben’s eyes. “Don’t freak out, Ben.”

“What?” Ben responds, slightly alarmed.

“I think I’m madly in love with you,” Poe murmurs softly.

“Oh,” Ben sighs. “Well, that’s ok. Because I _know_ I’m madly in love with you.”

“What about Rachel?” Poe asks.

Ben is quiet for a moment. “I care about Rachel. She’s sweet and smart and funny as hell. And I hate the thought of betraying her like this. But she - she doesn’t make me feel the way you – no one has ever made me feel the way...” Ben breaks off. “I think I’m addicted to you,” he says softly.

Rey’s heart hurts for Rachel, but an infinitely more selfish part of her, mostly below the waist, is secretly cheering to learn that these two won’t stop having sex with each other any time soon. How would they react if they knew she was getting herself off while watching them?

Poe gives Ben a gentle kiss. “God, I love you so much, Ben. And I want you so bad. Every time we’re together, every time I see you touch Rachel it’s just - why did we ever break up?”

Ben doesn’t answer for several long moments. When he does, his voice cracks with profound sadness and a little anger. “Because I asked you to marry me and you said you weren’t ready to be tied down to one person.”

Marry him? Ben has told Rey that he doesn’t want to get married. Ever.

Poe takes a deep breath. “I am such a fucking moron, Ben.”

“Yeah,” Ben agrees. “But that’s always been part of your charm.” Ben laughs ruefully as he looks at Poe. “Let’s go take a shower,” he says more brightly. “I want you to suck my nipples until I come. Like you used to.”

“Ok,” Poe agrees enthusiastically. “But only if you promise that we'll keep doing this.”

***

Once the two men leave Ben’s bedroom and the shower is running, Rey quietly slips out of the closet. She hears Ben groaning loudly from the bathroom, probably because Poe has already started on his nipples. She wishes she could stay because she knows she could come a few more times just from hearing them. But she’s taken enough risks for now. As she tiptoes to the front door, Rey idly wonders how many more times they’ll manage to fuck today. Because it seems like they won’t stop until they can’t get it up anymore. She didn’t realize people could be this hot for each other. Not outside of porn anyway. And that’s all faked. But this – this is the real deal. She feels a pang of envy as lets herself out of Ben’s apartment, locking the door behind her.

***

After their shower, Ben asks Poe to fuck him in the ass. Though Poe prefers to bottom and Ben prefers to top, they both want to be as close to each other as they can in every possible way. Feeling Poe come inside him is like being claimed on some primal level and it triggers Ben's most powerful orgasm of the day.

“Poe?” Ben says, once they're lying face-to-face and his breathing returns to normal.

“Yeah?” Poe responds, stroking Ben’s jaw with his thumb.

“If I ended things with Rachel, would you move in with me?” Ben asks, looking into Poe’s eyes with heartbreaking hope and longing.

Poe brushes his lips gently against Ben’s. “So we could fuck like this morning, noon and night?”

“That’s the idea.” Ben’s lips lift in a sweet lopsided smile. “But maybe with some dates, conversations and cuddling thrown in.”

Ben’s smile melts his heart. "You bet your sweet ass I would,” Poe pledges. “I’m a lot smarter than I used to be.” Poe is quiet for a moment. “I want _everything_ with you, Ben. Tons of mind-blowing sex, romance, marriage, the works. If you give me another chance, I’ll never let you go.”

“Thank fuck,” Ben sighs with relief. 

“What’s Rey going to think of this?” Poe is concerned, knowing how important she is to Ben.

Ben considers for a few moments. “I’m sure she’ll feel badly for Rachel at first. But in the end, she’ll be happy because I’m happy.”

“Are you?” Poe asks. “Happy?”

Ben laughs and kisses Poe on the nose. “I just spent the last two hours fucking the love of my life for the first time in seven years. I’m over the goddamn moon.”

Poe nuzzles Ben’s neck. “Good. I intend to keep you that way.”

Ben pulls Poe closer, wondering if it's possible for them to come five times in one afternoon. Hell, it's definitely worth a shot.


	2. In the Beginning

**Summary for the Chapter:**

> Ben and Poe have been friends since the age of six. As they get older, they discover their sexuality... and each other.

Growing up with Poe, it was impossible not to notice how good-looking he was. Well-built, nicely curling brown hair, almond shaped golden brown eyes, handsome face – even from the age of six. At first, Ben merely felt envious of his best friend. Because Ben was awkward, as his mother once put it. Tall and gangly with a big nose and even bigger ears and stupid moles covering his face and body. Ben was always self-conscious about his appearance and all of his friends loved teasing him about it. All except Poe. Poe was unfailingly loyal and kind and even went as far as to punch Tommy Russo right on the nose when he wouldn’t stop calling Ben “Dumbo” in seventh grade.

"Had to get your boyfriend to protect you, Solo,” Tommy said contemptuously as his nose bled through his fingers. “You two are so gay for each other. I bet Dameron just _loves_ it when you suck his cock.”

Ben was utterly humiliated. But Poe took it in stride. He was so confident and popular that everything seemed to slide off his back. Ben often wondered why Poe even bothered with him. Everyone wanted to be his best friend, but Poe had chosen Ben for some unfathomable reason. Walking home from school after the fight with Tommy, Ben kept sneaking looks at his friend. He was so grateful that Poe wasn’t mad at him, even after Tommy called them gay. And he couldn’t stop thinking about that disgusting thing Tommy said about him sucking Poe’s cock. But, as Ben allowed himself to think about it more, he was surprised to realize that he didn’t find the thought of sucking Poe’s cock disgusting at all. In fact, a very intriguing image started to form in his mind. And the idea of Poe loving it – well, that made Ben’s face hot and his stomach jump and _oh_ _fuck_ – his cock twitch.

A stunning burst of clarity swept over Ben. At some point, Ben had stopped envying his best friend’s physical attractiveness and started to become quite affected by it. Ben’s heart sank as he realized that he truly wanted to suck Poe’s cock. And do a lot of other things with him besides. Though he’d never even kissed anyone, the thought of getting down on his hands and knees to put his mouth on Poe’s – no, this was unacceptable. He could not be getting hard just from walking next to Poe and imagining what his dick looked like. So Ben handled it like he handled everything else he wanted to avoid - by burying his feelings for Poe so deep that Poe would never have any idea that Ben wanted him that way. Because if Poe ever found out…

Ben was successful for the most part. He and Poe went on as usual - talking, joking, playing video games, eating junk food and watching tv. But it wasn’t easy. Especially when Poe discovered the joys of masturbating later that year and insisted on doing a live demonstration for Ben. Ben prayed that Poe wouldn’t notice that he was much more interested in seeing his friend stroke that beautiful cock of his than he was in jerking himself off. Though, to be fair, rubbing his dick until he came felt better than anything he’d ever experienced. And he knew he must have been imagining things when he thought he saw Poe lick his lips the first time he caught sight of Ben’s hard dick.

“Fuck, Ben. That thing is _huge_. Wish I had one that big,” Poe said as he took his own erection in hand.

Watching Poe watching him as they both fucked their own hands was beyond arousing. Ben didn’t last more than a minute and Poe followed soon after. Ben was half-hoping and half-fearing that Poe would want to do it again. And he did. Jerking off together became a regular occurrence. But Ben knew better than to read too much into it. Because they _never_ touched each other and Poe was always talking about girls he wanted to fuck.

So Ben made due with this limited kind of sex with Poe, grateful that he even got the chance to see his friend work his glorious dick while he jerked his own until they both came. It was fodder for the fantasies Ben had when masturbating alone at night in his bedroom, stroking himself to two or three orgasms while visualizing Poe’s cock and imagining what it would be like to touch, taste and suck it. In the eighth grade, Ben discovered gay porn and a whole host of sex acts he desperately wanted to try with Poe. After seeing two men having anal sex for the first time, Ben could not stop thinking about doing that with Poe. And when one man buried his face in the other man’s ass and fucked him with his tongue while they both stroked their cocks to orgasm – well that was a revelation. He now stared at Poe’s perfectly round ass whenever they masturbated together, longing to cup it in both hands, eat it out and fuck it with his cock.

It wasn’t until they were both 18 that Ben finally let the cat out of the bag. To be fair, he didn’t exactly have a choice. Poe invited him to go camping one weekend in July, something they did a few times every summer. Ben secretly suspected it was because the Solo family owned top-of-the line gear and the Damerons didn’t. The two of them drove to a nearby campsite in the woods near a beautiful lake and pitched one large tent, planning to spend a few days hiking and fishing, cooking and eating what they caught over a campfire at night along with the other food they’d brought. This time, Poe managed to sneak a bottle of whiskey from his parents’ liquor cabinet. Passing the bottle back and forth after dinner on the first night of their trip, Ben couldn’t help sighing when he saw how beautiful Poe’s face looked in the firelight. Poe caught Ben looking and gave him a smile he’d never seen before. Ben’s breath hitched when he wondered what it could mean.

But when they both crawled into the tent a few hours later, Poe positioned himself on top of his sleeping bag with his back to Ben and promptly started to snore. Ben, on the other hand, found himself wide awake in the light of the full moon. He was pleasantly buzzed from the liquor and extremely aware of Poe’s shirtless body lying inches away. A frisson of arousal coursed through his body and when he felt his cock start to harden, Ben rolled onto his stomach. He didn’t remember falling asleep, but he must have. Because when he woke, he was lying flat on his back, his cock was out and there was a hand softly stroking it. Poe’s hand. Ben’s head snapped towards Poe. “What are you...”

Poe immediately snatched his hand away. “I’m so sorry, Ben. Please don’t hate me. It’s just – I’ve wanted you for so long...”

Ben was incredulous. “You want _me_?”

Poe’s voice was a little irritated when he responded. “Is that so hard to believe?”

Ben laughed humorlessly. “Yes. Because you’re you and I’m me.”

“What does that even mean?” Poe asked, sounding even more annoyed.

Ben realized he might be seconds away from getting everything he’d ever wanted and was about to blow it with his stupid fucking mouth. Taking a deep breath to ground himself, Ben replied as honestly as he could. “It means that you’re gorgeous and charming and sexy as hell. I’ve had a massive crush on you since seventh grade, but I never acted on it because I knew that you could never like me like that.”

Poe exhaled. “Ben, you’re _hot_. And you don’t realize it which makes you even hotter. Didn’t you ever wonder why I asked you to jerk off with me?”

“I didn’t let myself think about it too much,” Ben admitted. “Too afraid to get my hopes up. Wait – you think I’m hot?”

“Fuck yes!” Poe exclaimed. “Can I – can I touch you again?”

“Please,” Ben groaned, taking Poe’s hand and putting it back on his cock. His hard, throbbing cock.

Poe gripped it lightly and began to slowly stroke up and down. Ben thought he would die from the pleasure of it. He was so lost in the feeling of Poe masturbating him that he almost didn’t hear Poe’s next question.

“Ben, can I kiss you?” Poe asked, rolling his body so it was facing Ben’s. Ben followed suit, making sure to place his hand over Poe’s so it didn’t lose contact with his dick.

Ben nodded his head. “Poe, you can do anything you want to me.”

Poe smiled. “Have you ever kissed anyone?” he asked as he cupped Ben’s jaw in his warm hand.

Ben sighed at the soft touch. “No, have you?”

“Yeah,” Poe responded. Then he lightly brushed his lips against Ben’s.

Ben gasped. It felt so nice. “What else have you done?” he whispered.

“Well, I kissed the daughter of my dad’s friend and felt her tits just to see if I liked girls,” Poe answered. “And when that didn’t do anything for me, I messed around with her brother.”

Ben felt a potent stab of jealousy even though Poe’s breath on his lips and hand on his dick were making it difficult for him to concentrate on anything else. “What did you guys do?”

“You really want to hear this?” Poe asked, clearly concerned about hurting Ben.

Ben nodded. “Yeah. I think I need to.”

“We made out for a while. We rubbed our cocks together until we came. Then he jerked me while I jerked him and we took turns sucking each other off,” Poe admitted.

Ben felt tears pricking his eyes and he was silent for a moment, not trusting himself to speak. When he did, he was relieved to hear that his voice sounded normal. “Wow, you must have been really into him.”

“Nowhere near as much as I'm into you, Ben. There’s no comparison. I was just too chicken shit to touch you until now,” Poe said, kissing Ben tenderly on the lips and squeezing his cock gently. “I have to admit that it was pretty hot to make out with a guy. Having him suck my cock and let me come in his mouth felt amazing and I liked sucking him off too. I guess I just like cock. But I didn’t let him do what I _really_ want to do. Because I’m saving it for you.”

“What do you really want to do?” Ben asked, fully alert in an instant.

Poe started stroking Ben harder and faster. Ben moaned loudly. “I want you to fuck me in the ass.”

Ben’s mouth fell open and Poe leaned over to suck and bite his bottom lip. Ben's cock jumped in Poe’s hand when Poe licked into his mouth. Ben luxuriated in the sensation of his friend’s warm sweet mouth and the feel of their tongues probing, licking and swirling together. _I’m making out with my best friend_ , Ben thought. _And he’s touching my cock. And he wants me to fuck him_. Soon, Ben couldn’t think anymore because he was lost in Poe and the feelings of being kissed and stroked and wanted by the person he’d secretly lusted after for years.

They continued to kiss passionately for a long time, Poe’s hand still gripping Ben’s cock and stroking it slowly. When they were both gasping for air, Poe took Ben’s right hand and guided it under his shorts. Ben pulled Poe’s shorts down with his other hand so his friend was totally naked. Then he started to touch Poe’s cock. It was like silk stretched across steel and felt amazing in his hand. He brushed his thumb across the top and rubbed the precum all over Poe’s glans. Poe shuddered. Soon, they were both stroking each other in a regular rhythm and moaning into each other’s mouths.

“Oh shit, Ben. I’m gonna come,” Poe panted as he started thrusting his cock into Ben’s fist.

Ben felt the telltale sign of his own balls tightening. “ _Aaah_. Me too, Poe. Feels too good.”

Seconds later, they were both shooting all over each other’s hands and onto the nylon sleeping bags below. It was by far the best moment of Ben’s life. But not for long. Because as soon as he and Poe stopped gasping for breath, Poe pulled Ben in for a deep wet kiss, grabbed his ass with both hands and arranged their bodies so that their slippery cocks were touching. Ben stopped breathing again, but retained enough presence of mind to cup his friend’s ass cheeks in his hands and thrust his hips into Poe’s groin so their still-hard dicks rubbed against each other. He’d seen this in pornos and found the visual of two hot guys making out and grinding their cocks together incredibly stimulating. Actually doing it with Poe was a million times better. The slippery pressure of Poe’s cum-coated cock massaging Ben’s dick was overwhelming and after just two minutes of this, Ben was about to –

“ _Fuuuck_ , Poe. That feels – your cock is – _aaaah_ ,” Ben groaned. “I _–_ I’m _…_ ”

“Holy shit, Ben,” Poe whined. “You’re so fucking hot. I need that huge cock of yours in my ass _now_.”

“Wh – What?” Ben stuttered as his thrusting stalled.

Poe grunted with frustrated desire. “I want you to fuck me. But I don’t have any lube.”

“I have an idea,” Ben said. _Thank god for pornos_ , he thought. “Just let me keep doing _this_ for a little longer,” Ben pleaded, rubbing his dick against Poe’s for emphasis.

“Hell ya,” Poe agreed enthusiastically, grabbing Ben’s ass even harder.

Once they started grinding again, it took less than a minute for Ben’s arousal to peak and erupt in another shattering orgasm. His dick pulsed and spurted thick white ropes of cum all over their chests and the sleeping bags. Ben gave himself no time to catch his breath before he gathered as much cum in his palm as he could.

“Get on your hands and knees,” he growled to Poe in a voice he’d never used before. “Show me that gorgeous ass of yours.”

Poe was clearly surprised to hear Ben command him this way and he couldn’t move fast enough to comply. When he was on all fours, Ben spread Poe’s ass with one hand and rubbed cum all over the rim of his pretty pink hole with the other. Poe grunted like an animal when Ben slid a slippery finger into his ass and swirled it around. He knew what it looked like to open someone up and dipped his fingers into the large puddle of cum on the sleeping bag before inserting two of them into Poe’s eager hole. Ben carefully scissored his fingers until the muscles ringing Poe’s hole started to relax and expand. The sounds Poe made were almost inhuman and it took all of Ben’s willpower to resist fucking him into oblivion that instant. But Ben was on a mission. He knew that prostates were a thing that existed, Poe definitely had one and if Ben found it, he could give his friend the most intense sexual pleasure of his life. So he kept exploring Poe’s warm depths with his fingers, searching and searching until he found a little nub deep inside Poe’s –

“ _Fuuuck!”_ Poe screamed. “What _is_ that? Holy – _please_ – yes, _there_.”

 _Bingo_ , Ben thought, smiling to himself. He continued to press and rub that little nub as Poe deteriorated into a shaking incoherent mess. Seeing Poe like this was so unbelievably stimulating that Ben wasn’t surprised to find his own cock painfully hard and throbbing. It was time. Ben collected more cum in his hand and rubbed it all over his erection until it was fully coated. Then he removed his fingers from Poe’s ass, held his cock at the base and placed the tip right at the edge of Poe’s opened puckered hole. Ben held his breath to still himself before pushing just the tip of his cock into Poe. He felt Poe tense immediately, his ass muscles clenching tightly.

Ben caressed Poe’s lower back reassuringly. “Relax, Poe. I’ll go as slow as you want me to. Touch your cock. Make yourself feel good.”

Poe laughed, though it sounded strained. “I already feel _really_ good, Ben. But I know what you mean.” He panted as he started to stroke himself, precum already dripping onto the sleeping bags. “I want this. I want it _bad_.”

“I’m here, Poe. I’ve got you,” Ben said soothingly as he started to thrust incrementally deeper into Poe. The feeling of Poe’s warm tight flesh surrounding his cock was arousing beyond anything he could have wished for or imagined and Ben couldn’t stop himself from groaning loudly. In a night filled with firsts and bests, this was unquestionably the pinnacle. He gripped Poe’s hips tightly enough to leave a bruise and counted backwards from 100 to keep himself from plunging all the way in. Ben waited, vibrating with tension and arousal, until he felt Poe’s muscles give before inching his way further in. Poe grunted – either in pain or pleasure. Ben couldn’t be sure so he stilled himself once more.

“It’s ok, Ben. Keep going,” Poe hissed through clenched teeth. He began masturbating in earnest. “You’re just so big. I’ve never – but it – it feels _good_.”

That was all the encouragement Ben needed to sink his cock deeper into Poe’s delectable ass until he bottomed out. When he felt his balls brush up against Poe’s, Ben nearly exploded right then and there. But he remained motionless, breathing deeply until he regained control. When Poe wiggled his ass against the base of Ben’s cock, he started to fuck him for real. Pulling his cock all the way back through Poe’s tight passage until his glans were visible was unspeakably luscious, matched only by the feeling of pushing forward into Poe’s moist yielding heat until he was fully submerged. And though the sensations were truly overwhelming, Ben didn’t forget about Poe’s prostate. Fucking into Poe felt so good that he knew he wouldn’t last long. So when he was buried deep inside Poe’s ass, Ben tilted his hips until he felt his cockhead brush up against that sensitive little nub. Poe’s reaction was instantaneous.

“Ungh! _Aaaaah_. _There_ yes _there_. Fuck me, Ben. Fuck me harder!” Poe begged, nearly insensible as he jerked his cock furiously.

Ben angled himself to ensure he hit Poe’s prostate on every stroke and it took less than ten before Poe _screamed_ and his ass started to contract, squeezing and milking Ben’s cock until he was coming deep inside Poe - coming and coming and pumping him full of –

Ben wasn’t sure if he and Poe passed out from the intensity of their orgasms. But the next thing he knew, Poe was lying face down and Ben was collapsed on top of him, dick still buried in his friend’s wet, twitching ass.

“Hey buddy,” Ben whispered into Poe’s ear. “You ok?”

“Mmmph,” Poe replied. “I think you killed me. But it was definitely worth it. Where did you even learn how to do that to me?”

“You turn me on so much. I guess it’s just instinct. That and a lot of porno.” Ben attempted to sound modest, but he couldn’t help the shit eating grin that spread from ear to ear.

The fact was that Ben was inordinately pleased with himself. He’d fucked Poe and made him come. Hard. And he felt compelled to see the evidence. Shifting himself down between Poe’s legs so his face was level with his friend’s ass, Ben spread his cheeks and inspected his tender, swollen hole. It was now dark red, wide open and leaking a thick stream of white cum. Ben’s cum. Ben watched in fascination until there was no more left and Poe's hole was empty. Then, without thinking, Ben lowered his mouth to Poe’s ass and started licking it with the flat of his tongue. Poe made an obscene noise which encouraged Ben to keep licking, slurping and nibbling at his hole.

“Oh my god – _fuuuck_ , Ben,” Poe groaned. “That’s – it’s …”

Ben hummed against Poe’s ass and then lifted his head slightly. “Let’s turn you on your side so I can get at you properly.”

Poe immediately rolled over and Ben positioned himself right behind him, used both hands to spread his cheeks wide and buried his face in Poe’s ass so he could continue to lave him thoroughly. Ben was surprised by how good it tasted and how sexy it was to eat his friend out. Once Poe’s ass was sopping wet, Ben flexed his tongue into a spear to fuck Poe’s hole and Poe – well, Poe just fell apart. Again. In this position, Ben could feel Poe’s hand movements when he started jerking himself and decided that was a great idea. Ben grabbed his own cock and squeezed it hard while he relished the taste of Poe’s ass and the primal sounds he made as Ben serviced him. It took them both a little longer to stroke themselves to orgasm given how many they’d already had in such a short period of time. But their last orgasms of the night were certainly not the least. When Ben and Poe came, they came together, shaking and trembling from the force of it. Their physical union was the culmination of years of powerful longing and desire. And as they lay in each other’s arms, breathing through the aftershocks and basking in the afterglow, Ben realized that he was head over heels in love with his best friend.

Poe sighed happily. “Who knew my best friend was an absolute genius in bed? And that thing you did with your mouth? You have a gift for fucking, Ben.”

“Only with you,” Ben protested shyly. He didn’t want Poe to get any ideas about him fucking other people.

“Hell yeah!” Poe said. “I want you all to myself. I think we should do this every chance we get. And I still want to suck your cock and you to suck mine and...”

Ben chuckled. “In the morning, Poe. Let me sleep for a couple of hours first.”

Poe nuzzled Ben’s neck. “Alright. Get your beauty sleep, Ben. Because I have plans for you.”

Ben gently combed his fingers through Poe’s hair, closed his eyes and fell into a dreamless sleep.


End file.
